DIGITAL IMAGE LICENCE AGREEMENT
Please read these terms and conditions carefully before using any Digital Image supplied by the Seller.
By using or purchasing the Digital Image from the Seller, you agree to be bound by the terms of this Agreement. If you do not accept these terms, you must not use the Digital Image.
1. Parties
This Digital Image Licence Agreement (“Agreement”) is made on:
BETWEEN:
James Warman Photography
2 Brook Street
Shrewsbury
Shropshire
SY3 7QR
(the “Seller”)
AND:
(the “Buyer”)
Together referred to as the “Parties”.
2. Definitions
Digital Image means the photograph(s) supplied by the Seller to the Buyer under this Agreement, whether a single image or multiple images, including any permitted copies, resized versions, or thumbnails.
Permitted Use means the use expressly allowed under this Agreement.
Contract Start Date means:
3. Ownership
The Digital Image is owned by the Seller and is protected under the Copyright, Designs and Patents Act 1988 and international copyright laws.
Nothing in this Agreement transfers ownership of the Digital Image to the Buyer.
The Seller retains the right to use the Digital Image on the Seller’s website, social media, printed publications, marketing and promotional materials.
4. Grant of Licence
The Seller grants the Buyer a non-exclusive, non-transferable, revocable licence to use the Digital Image strictly in accordance with this Agreement.
Licence Term (choose one)
☐ Perpetual Licence – The licence is granted in perpetuity unless terminated in accordance with this Agreement.
☐ Fixed Term Licence – The licence is granted from the Contract Start Date until:
5. Permitted Use
The Buyer may use the Digital Image only for the following purposes:
a) Display on the Buyer’s website and social media platforms.
b) Editorial, promotional or commercial content directly relating to the Buyer’s business.
The Buyer must credit the Seller where reasonably practical, for example:
© James Warman Photography and, where practicable, include a link to the Seller’s website.
6. Alterations
The Digital Image must not be materially altered.
However, for the purposes of this Agreement, “unaltered” permits reasonable technical changes, including:
resizing for websites and social media
compression
minor cropping for layout
orientation changes
formatting for platform display
The Buyer must not apply heavy filters, distort, manipulate, remove watermarks, or change the image in a way that misrepresents the original photograph without the Seller’s written consent.
7. Restrictions on Use
The Buyer shall not:
a) sell, sub-licence, assign, distribute or transfer the Digital Image to any third party;
b) allow the Digital Image to be knowingly used by third parties, save as required by social media platform terms and conditions;
c) use the Digital Image in a way that enables extraction for independent reuse;
d) use the Digital Image in a defamatory, obscene, misleading, political, or unlawful manner;
e) use the Digital Image as part of a trade mark or logo without written permission.
8. Price
Choose one:
☐ Paid Licence
The Buyer shall pay £____________ + VAT (if applicable) by BACS on or before the Contract Start Date.
☐Free Licence
No fee is payable for the licence granted under this Agreement.
9. Warranties
The Seller warrants that it owns or controls the rights to grant this licence.
Where the Buyer is a consumer, the Seller confirms the Digital Image will be of satisfactory quality, fit for purpose and as described in accordance with the Consumer Rights Act 2015.
10. Liability and Indemnity
The Buyer uses the Digital Image at its own risk.
The Buyer agrees to indemnify and hold harmless the Seller against all claims, losses, liabilities, costs and expenses arising from the Buyer’s breach of this Agreement or unlawful use of the Digital Image.
Nothing limits liability for death, personal injury, fraud, or matters which cannot be excluded under UK law.
11. Termination
Either Party may terminate this Agreement for any reason by giving 14 days’ written notice to the other Party.
The Seller may terminate immediately if the Buyer:
breaches this Agreement
fails to pay any amount due
becomes insolvent
infringes copyright
12. Expiry and Effect of Termination
On expiry or termination, the Buyer shall, within a reasonable period:
a) cease using the Digital Image
b) remove the Digital Image from websites, marketing materials and active social media
c) stop further distribution.
The Parties acknowledge that historic or legacy posts on social media platforms may not be fully removable, and reasonable efforts to remove shall be sufficient.
13. Intellectual Property
All copyright and intellectual property rights remain with the Seller.
The Buyer must not claim authorship of the Digital Image.
14. Export and Legal Compliance
The Buyer shall comply with all applicable laws of England and Wales in connection with use of the Digital Image.
15. Severability
If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.
16. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
17. Assignment
The Buyer may not assign this Agreement without the Seller’s prior written consent.
18. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and may only be varied in writing signed by both Parties.
19. Signatures
Signed for the Seller:
Signature: ______________________________
Name: _________________________________
Date: _________________________________
Signed for the Buyer:
Signature: ______________________________
Name: _________________________________
Date: _________________________________
Appendix A – Identification of Digital Images
This Appendix includes low-resolution, preview thumbnail versions of the Digital Images licensed under this Agreement for reference and identification only.
Such thumbnails form part of the definition of the Digital Image and do not create any separate permission, licence, or additional rights of use.